- Edited by Stefan Grundmann, Humboldt University Berlin, Germany and European University Institute, Italy, Fabrizio Cafaggi, European University Institute, Italy, and Giuseppe Vettori, University of Florence, Italy
- Series : Markets and the Law
This book introduces and develops the paradigm of the organisational contract in European contract law. Suggesting that a more radical distinction should be made between contracts which regulate single or spot exchanges and contracts that organize complex economic activities without creating a new legal entity, the book argues that this distinction goes beyond that between spot and relational contracts because it focuses on the organizational dimension of contracting and its governance features. Divided into six parts, the volume brings together a group of internationally renowned experts to examine the structure of long-term contractual cooperation; networks of contracts; knowledge exchange in long-term contractual cooperation; remedies and specific governance rules in long-term relationships; and the move towards legislation. The book will be of value to academics and researchers in the areas of private law, economic theory and sociology of law, and organizational theory. It will also be a useful resource for practitioners working in international contract law and international business transaction law.
Contents: Preface: Society of European Contract Law (SECOLA): Part I Overview: The contractual basis of long-term organization - the overall architecture, Stefan Grundmann, Fabrizio Cafaggi and Giuseppe Vettori. Part II The Structure of Long-Term Contractual Cooperation: Dissecting long-term contracts: a law and economics approach, Mireia Artigot i Golobardes and Fernando Gómez Pomar; Contractual networks, contract design, and contract interpretation: the case of credit cards, Clayton P. Gillette; The lion, the fox and the workplace: fundamental rights and the politics of long-term contractual relationships, Chantal Mak. Part III Network of Contracts: ‘And if I by Beelzebub cast out devils…’: an essay on the diabolics of network failure, Gunther Teubner; Contracts with network effects: is the time now right?, Roger Brownsword; Networks of contracts and competition law, Michael Martinek. Part IV Knowledge Exchange in Long-Term Contractual Cooperation: Good faith related duties of disclosure and a view on franchising, Massimo Bianca; Trade secrets vs skill and knowledge, Aurea Suñol; Long-term relationships: networks and exchange of knowledge in production and distribution contracts, Marco Gobbato. Part V Remedies and Specific Governance Rules in Long-Term Relationships: Contract remedies - a relational perspective, Yehuda Adar and Moshe Gelbard; Contract governance within corporate governance: a lesson from the global financial crisis, Florian Möslein. Part VI Towards Legislation?: The nemesis of European private law: contractual nexus as a legislative conundrum, Marc Amstutz; Towards a legal framework for transnational European networks?, Fabrizio Cafaggi and Stefan Grundmann; Index.
About the Editor: Stefan Grundmann (1958) is married, with three children. He has held the chair for German, European and International Private Law at Humboldt University since 2004. In 2013, he became professor for transnational law at the European University Institute (Florence), while retaining the chair at Humboldt University. He has been visiting professor at King’s College London, at Rome I University, ‘La Sapienza’ and LUISS, at Oxford and Cambridge universities, at Herzlya University (Tel-Aviv), at NYU and Harvard University. He is founding president and current president of the Society of European Contract Law (SECOLA). He is co-founder and president (of the steering committee) of the European Law School (Berlin/London/Paris/Rome) and director of several institutes in the universities where he holds or has held chairs. He is a member of the board of the German Society of Comparative Law. Moreover, he is a member of the European Law Institute and of its council. His research interests include contract law, company and banking law, legal theory, including comparative and European private law. His publications include European Contract Law (1999), European Company Law (2004, 2007, 2011/12); and several commentaries on banking and German contract law in German, European Company Law in English (2007) and in Chinese (forthcoming). He is co-editor of several journals including the European Review of Contract Law (editor-in-chief).
Reviews: ‘The book addresses a highly important issue, particularly topical because of the contemporary development of European contract law. It is a much-needed response to the fact that there is so far only limited research and legislation on organizational contracting. The well-known authors analyze the issues in depth, with relevance both for contract theory and practice.’
Thomas Wilhelmsson, University of Helsinki, Finland
‘Admirably explored here, the exciting hypothesis of a new “organizational” paradigm, more easily understood in terms of governance, regulation and networks than in the traditional language of bargains and obligations, this book is both a powerful explanation of recent orientations in European legislation and strikes rich new veins in interdisciplinary theoretical research.’
Horatia Muir Watt, Sciences Po University, France
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Full contents list
Chapter 1 - The contractual basis of long-term organization - the overall architecture